Dragonfly Announces Price of US$3.76 Million Direct Registered Offer

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Saskatoon, SK., Nov. 18, 2024 (GLOBE NEWSWIRE) – Dragonfly Inc. (NASDAQ: DPRO) (CSE: DPRO) (FSE: 3U8A) (“Draganfly” or the “Company”), a drone solutions, and systems developer, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase units of -1,600,000 to the Company, with each unit having one common share (or one pre-authorized warrant to purchase one common share in lieu thereof) and one warrant to purchase a share same one. Each unit was sold at an offering price of US$2.35, for gross proceeds of approximately US$3.76 million (the “Offering”), before deducting placement agent discounts and supply costs. The warrants will have an exercise price of CA$3.3086 (or US$2.35) per share, are immediately exercisable and will expire five years after the date of issuance and the exercise price will be in Canadian currency.

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Maxim Group LLC is acting as sole agent for the Offering.

Pursuant to previous offerings in the United States, the Company issued warrants to purchase 256,000 common shares at an exercise price of CA$5.6925 (US$4.1152) on October 30, 2023 (“October Warrants”), warranting the purchase of 540,541 common shares at exercise . price of CA$5.625 (US$4.1155) on May 1, 2024 (“May Warrants”) and warrants to purchase 666,667 common shares at an exercise price of CA$5.12 (US$3.75) on August 21, 2024 (“August Warrants” , together with the October Warrants and the May Warrants, the “Existing Warrants”). In connection with the closing of the Offering, the Company and the holder of the Existing Warrants intend to enter into an amendment agreement (the “Amendment Agreement”) on the closing date (as defined below), whereby the exercise price of the Existing Warrants will be reduced to CA$3.3086 (or US$2.35) per share, respectively ( “Warranty Amendments”).‎

The offering is subject to customary closing conditions including the receipt of all necessary regulatory approvals, including approval by the Canadian Securities Exchange and notification to the Nasdaq Stock Market.

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Dragonfly currently intends to use the full proceeds from the Offering for normal business purposes, including financing its capabilities to meet the demand for its new products including growth efforts and/or for working capital needs including the continued development and marketing of the Company’s core products, potential acquisitions and research and development. The Offering is expected to close on or about November 19, 2024 (the “Closing Date”), subject to the satisfaction of customary closing conditions.

The offering was made pursuant to an effective shelf registration statement on Form F-10, as amended, (File No. 333-271498) previously filed and declared effective by the US Securities and Exchange Commission (“SEC”) in July. 5, 2023 and the Company’s Canadian base shelf prospectus dated June 30, 2023 (the “Base Shelf Prospectus”). Dragonfly will offer and sell securities only in the United States. No securities will be offered or sold to Canadian buyers.

A prospectus supplement and the accompanying Base Shelf Prospectus relating to the Offering and describing its terms will be filed with the applicable securities commissions in Canada and the SEC in the United States and will be available free of charge by visiting the Company’s profiles on the SEDAR+ website. maintained by the Canadian Securities Administrators at www.sedarplus.ca or the SEC website at www.sec.govas applicable. Copies of the prospectus supplement and the accompanying Base Shelf Prospectus relating to the Offering may be obtained, if available, by contacting Maxim Group LLC, at 300 Park Avenue, 16.^th Floor, New York, NY 10022, Attention: Syndicate Department, or by phone at (212) 895-3745 or by email at [email protected].

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other place where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. or another place.

About Dragonfly

Dragonfly Inc. (NASDAQ: DPRO; CSE: DPRO; FSE: 3U8A) is a creator of drone solutions, software, and AI systems.

Media contact
Erika Racicot
email: [email protected]

Company Contact
Email: [email protected]

Forward-looking statements

Certain statements contained in this news release may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements, based on management’s expectations, inherently involve a number of significant risks, uncertainties and assumptions, both known and unknown. In this news release, such forward-looking statements include, but are not limited to, statements regarding the timing of the closing of the Offering and the anticipated use of proceeds from the Offering; the Company’s and the holder of the Existing Guarantees entering into the Amendment Agreement; closing of Consent Amendments. The closing of the Offering is subject to a number of factors, many of which are beyond Dragonfly’s control, including but not limited to, the failure of the parties to satisfy certain closing conditions, and other material factors previously disclosed and from time to time in Dragonfly’s filings no. the securities regulatory authorities in the Canadian provinces of British Columbia, Ontario and Saskatchewan and the SEC. Actual future events may differ from the anticipated events expressed in such forward-looking statements. Dragonfly believes that the expectations represented by the forward-looking statements are reasonable, however there can be no assurance that such expectations will prove to be true. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These forward-looking statements speak only as of the date made, and Dragonfly undertakes no obligation and disclaims any intention to publicly update or revise such statements as a result of any new information, future event, circumstances or otherwise, except as required by applicable securities. rules. Investors are cautioned not to place undue reliance on these forward-looking statements and are encouraged to read the accompanying documents, as well as Dragonfly’s ongoing disclosure documents, including its current annual information form, and its annual audited consolidated financial statements. are available on SEDAR+ at www.sedarplus.ca and in EDGAR by www.sec.gov/edgar.

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